Preliminary Review of Approving the Practice of Representatives of Foreign Law Firms’ Representative Offices in China

Project Name: Preliminary Review of the Establishment of Representative Offices of Foreign Law Firms in China

The Department Responsible: Department of Justice of Zhejiang Province

Project Type:

Contact Persons: Chen Yuze and Yue Hong

The Office in Charge of Lawyers, Department of Justice of Zhejiang Province

Contact Numbers: （0571）87054376,87054411

Target of Service: Legal persons

Time Limit: 3 months

Expenses: None

Bases for Establishment: (1) Article 6 of the Regulations on Administration of Representative Offices of Foreign Law Firms in China: “Foreign law firms shall be approved by the judicial administrative department of the State Council for establishing Representative Offices and for the dispatch of representatives in China”.

(2) Article 8 of the Regulations on Administration of Representative Offices of Foreign Law Firms in China: “If a foreign law firm wants to establish a Representative Office in China, it shall submit application documents to the judicial administrative department of the province, autonomous region or municipality directly under the central government where the proposed Representative Office is to be established”.

(3) Article 9 of the Regulations on Administration of Representative Offices of Foreign Law Firms in China: “The judicial administrative department of the people’s government of a province, autonomous region or municipality directly under the central government shall, within three months from the receipt of application documents, complete the review and hand over the documents to the judicial administrative department of the State Council, together with their review opinions. The judicial administrative department of the State Council shall make a decision within six months. Where an application is approved, a practice license shall be issued to the Representative Office and practicing certificates shall be issued to its representatives. Where an application is not approved, reasons shall be given in writing”.

(4) Article 12 of the Provisions of the Ministry of Justice on Executing the Regulations on Administration of Representative Offices of Foreign Law Firms in China: “After the receipt of application documents for establishing a Representative Office, the Department (Bureau) of Justice of a province, autonomous region or municipality directly under the central government shall handle the application according to the following items:

i. If all the application documents are submitted, the application shall be handled in accordance with Article 9 of the Regulations;

ii. If any of the application documents is not submitted, the applicant shall be notified within fifteen days from the receipt of application documents to submit the other required documents. If the applicant submits the other required documents within three months from the initial submission of application documents, the application shall be handled in accordance with the above item; if the applicant fails to submit the other required documents within three months from the initial submission of application documents, a decision shall be made to reject the application and a written notification shall be sent to the applicant within fifteen days. ”

Requirements for Application: (1) The foreign law firm must have practiced lawfully in its own country, and not have been penalized for any violation of professional ethics or practice discipline;

(2) Representatives of the Representative Office must be practicing lawyers and members of the bar association in the country where they obtained practice qualifications; they must have practiced outside China for no less than 2 years and not have been penalized for criminal offences or for any violation of professional ethics or practice discipline. The chief representative must have practised outside China for no less than 3 years and must be a partner of or hold an equivalent position in the foreign law firm;

(3) There must be an actual need for establishing a Representative Office in China to provide legal services;

(4) There must be one chief representative and several representatives.

Requirements for applying to establish an additional Representative Office:

(1) The most-recently established Representative Office in China has practiced for no less than 3 consecutive years;

(2) The previously-established Representative Offices and the representatives have been abiding by Chinese laws, regulations and rules and have been complying with professional ethics and practice discipline, and no legal liability under the Regulations has been pursued.

The aforementioned consecutive practice time is calculated from the commencement-of-business registration of the Representative Office with the Department (Bureau) of Justice of a province, autonomous region or municipality directly under the central government where the Representative Office is located.

Details on Application Documents: (1) The application letter signed by the person principally in charge of the foreign law firm for establishing a Representative Office in China and dispatching representatives (requirements are attached below). The proposed Representative Office shall be named “×× Law Firm’s (Chinese translation of the foreign law firm’s name) Representative Office in ×× (name of the Chinese city)”;

(2) Documents evidencing that the foreign law firm has been lawfully established in its own country;

(3) The partnership agreement or articles of association of the foreign law firm and a list of its persons in charge and partners;

(4) Authorization letters from the foreign law firm to its proposed representatives of the Representative Office, and a confirmation letter that the proposed chief representative is a partner of or holds an equivalent position in the foreign law firm;

(5) Documents evidencing the practice qualifications of the proposed representatives of the Representative Office, and evidencing that the proposed chief representative has practiced outside China for no less than 3 years and the other proposed representatives have practiced outside China for no less than 2 years;

(6) Documents from the bar association in the country where the foreign firm is located evidencing that the proposed representatives of the Representative Office are members of the bar association in the country where the foreign law firm is located;

(7) Documents from the department in charge of lawyers in the country where the foreign law firm is located evidencing that the foreign law firm and its proposed representatives have not been penalized for criminal offences or for any violation of professional ethics or practice discipline;

(8) Other documents required by the judicial administrative department.

The application letter signed by the person principally in charge of the foreign law firm for establishing a Representative Office in China and dispatching representatives’ shall include:

(1) The name of the proposed Representative Office in both Chinese and the foreign language, and the name of the city where the proposed Representative Office is to be located;

(2) General information concerning the applicant, including: the time of the commencement of business, the number of lawyers and partners, the scope of business, major achievements, information on its establishment of branches or Representative Offices in other regions or countries, its China-related business, the address and contact details of its headquarters, etc.;

(3) The applicant’s organizational form and the type of legal liability assumed by the applicant;

(4) The amount and coverage of the insurance against practice risks purchased by the applicant;

(5) A development plan for the proposed Representative Office and a feasibility study on the business prospects, and the major scope of business of the proposed Representative Office;

(6) An undertaking to assume full civil liabilities for the legal services provided in China by representatives of the proposed Representative Office;

(7) An undertaking to ensure the truthfulness, completeness and accuracy of the provided information and documents, and to ensure that the Chinese translation is consistent with the original text;

(8) An undertaking to abide by Chinese laws, regulations and rules after the application is approved;

(9) An undertaking to continually purchase compliant insurance against practice risks for the Representative Office and representatives after the application is approved.

Attention shall be paid to the following:

(1) The application documents listed from (1) to (7) above must be notarized by a notary or notary office in the applicant’s own country, and certified by the department in charge of foreign affairs in the applicant’s own country or organizations authorized by the department in charge of foreign affairs in the applicant’s own country, and must be further certified by China’s embassy (consulate) in the applicant’s own country;

(2) All the application documents must be submitted in the form of three originals and three duplicates, with Chinese translation attached for any material written in a foreign language.

Other application documents to be submitted for establishing an additional Representative Office:

(2) Photocopies of the Practice License for Foreign Law Firms’ Representative Offices in China (the duplicate) issued to the previously-established Representative Offices;

(3) Documentation from the Department (Bureau) of Justice of a province, autonomous region or municipality directly under the central government where the previously-established Representative Offices are located.

Procedure: (1) The Department of Justice of the province shall complete its review within three months from the receipt of application documents. If all the application documents are submitted, application documents shall be submitted with review opinions to the Ministry of Justice of the State Council; if any of the application documents is not submitted, the applicant shall be notified within fifteen days from the receipt of application documents to submit the other required documents. If the applicant submits the other required documents within three months from the initial submission of application documents, application documents shall be submitted with review opinions to the Ministry of Justice of the State Council; if the applicant fails to submit the other required documents within three months from the initial submission of application documents, a decision shall be made to reject the application and a written notification shall be sent to the applicant within fifteen days.

(2) The Ministry of Justice of the State Council shall make a decision within six months from the receipt of application documents and review opinions from the Department of Justice of the province. If the application is approved, a practice license together with the duplicate shall be issued to the Representative Office; if the application is not approved, reasons shall be given in writing.